<PAGE>
As filed with the Securities and Exchange Commission
on December 30, 1996
File No. 33-37512
Securities and Exchange Commission
Washington, D.C. 20549
____________________________________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 15
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
____________________________________________________
ALLIANCE WORLD INCOME TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(Address of Principal Executive Offices) (Zip Code)
____________________________________________________
Registrant's Telephone Number, including Area Code:(800) 221-5672
____________________________________________________
EDMUND P. BERGAN, JR.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
____________________________________________________
Calculation of Registration Fee:
Proposed
Title of Maximum
Securities Proposed Maximum Aggregate Amount of
Being Amount Being Offering Price Offering Registration
Registered Registered Per Share * Price** Fee
- ---------- ------------ ---------------- --------- ------------
Common
Stock .002
par value 8,319,760 $1.66 $330,000 $100.00
* Estimated solely for the purpose of determining the
amount of the registration fee based on the maximum offering
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price per share of the Registrant's common stock on December 19,
1996.
** The calculation of the maximum aggregate offering
price is made pursuant to Rule 24e-2(a) under the Investment
Company Act of 1940 and is based on the following: the total
amount of securities redeemed or repurchased during the fiscal
year ended October 31, 1996 was 8,120,965, none of which was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2(a) and 8,120,965 of which is being so used for such
reduction in this Amendment.
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
___ This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Seward & Kissel
2
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SIGNATURE
Pursuant to the requirements of the Securities Act of
1933 as amended and the Investment Company Act of 1940 as
amended, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on the 30th day of December, 1996.
ALLIANCE WORLD INCOME TRUST, INC.
by /s/John D. Carifa
_____________________
John D. Carifa
Chairman and President
Pursuant to the requirements of the Securities Act of
l933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
Signature Title Date
1) Principal Executive
Officer
/s/John D. Carifa Chairman and December 30, 1996
_________________ President
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/Mark D. Gersten Treasurer and December 30, 1996
_________________ Chief Financial
Mark D. Gersten Officer
3
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3) All of the Directors
____________________
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Donald J. Robinson
Robert C. White
by /s/Edmund P. Bergan, Jr. December 30, 1996
_______________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
4
00250109.AL2
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SEWARD & KISSEL
One Battery Park Plaza
New York, New York 10004
Telephone No: (212) 574-1200
Facsimile No: (212) 480-8421
December 30, 1996
Alliance World Income Trust, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance World Income
Trust, Inc., a Maryland corporation (the "Company"), in
connection with the registration of an additional 8,319,760
shares of common stock, par value $.002 per share, of the
Company under the Securities Act of 1933, as amended (the
"Act").
As counsel for the Company, we have participated in
the preparation of Post-Effective Amendment No. 15 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 33-37512) relating to such additional shares and
have examined and relied upon corporate records of the
Company and other documents and certificates as to factual
matters as we have deemed to be necessary to render the
opinion set forth below.
Based on that examination we are of the opinion
that the 8,319,760 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 15
to the Company's Registration Statement are duly authorized
and unissued shares, and when such shares have been duly
sold, issued and paid for as contemplated in the Company's
Prospectus forming a part of its Registration Statement
under the Act, such shares will have been validly and
legally issued (assuming that none of such shares is sold at
a time when such sale would cause the Company to have
outstanding more than the number of shares of common stock
authorized to be issued by the Company's Articles of
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Alliance World Income -2- December 30, 1996
Trust, Inc.
Incorporation) and will be fully paid and non-assessable
shares of common stock of the Company under the laws of the
State of Maryland (assuming that the sale price of each
share is not less than the par value thereof).
Our opinion above stated is expressed as members of
the bar of the State of New York.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
above-referenced Post-Effective Amendment No. 15 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250109.AL1
